The Go-Ahead Group plc Group The Go-Ahead Annual Report and Accounts for the year ended 29 June 2019 Taking care of every journey Annual Report and Accounts and Accounts Annual Report for the year ended 29 June 2019 ended 29 the year for Taking care of every journey Regional bus Regional bus market share (%) We run fully owned commercial bus businesses through our eight bus operations in the UK. Our 8,550 people and 3,055 buses provide Stagecoach: 26% excellent services for our customers in towns and cities on the south FirstGroup: 21% coast of England, in north east England, East Yorkshire and East Anglia Arriva: 14% as well as in vibrant cities like Brighton, Oxford and Manchester. Go-Ahead’s bus customers are the most satisfied in the UK; recently Go-Ahead: 11% achieving our highest customer satisfaction score of 92%. One of our National Express: 7% key strengths in this market is our devolved operating model through Others: 21% which our experienced management teams deliver customer focused strategies in their local areas. We are proud of the role we play in improving the health and wellbeing of our communities through reducing carbon 2621+14+11+7+21L emissions with cleaner buses and taking cars off the road. London & International bus London bus market share (%) In London, we operate tendered bus contracts for Transport for London (TfL), running around 157 routes out of 16 depots. TfL specify the routes Go-Ahead: 23% and service frequency with the Mayor of London setting fares. Contracts Metroline: 18% are tendered for five years with a possible two year extension, based on Arriva: 18% performance against punctuality targets. In addition to earning revenue Stagecoach: 13% for the mileage we operate, we have the opportunity to earn Quality Incentive Contract bonuses if we meet these targets. Internationally, RATP: 13% Go-Ahead Singapore has provided bus services in the Loyang district Abellio: 8% of the city since 2016 through a tendered contract for the Land Transport Tower Transit: 4% Authority. Go-Ahead Ireland has operated bus services in Dublin since Others: 3% September 2018, for the National Transport Authority. Our second bus 2318+18+1313+843L contract in Ireland will begin operation in late 2019, taking the total number of routes to 30. Our contracts in Singapore and Ireland which Market share data not yet reported for bus markets in Singapore operate under a similar model to TfL’s in London, are five years in length and Ireland. with a two-year extension option based on punctuality performance. Rail UK rail market share (%) In the UK, Go-Ahead operates two UK rail franchises, GTR and Southeastern, for the Department for Transport. Around 30% of all UK Govia: 22% rail journeys are made on our services. GTR is a management contract, FirstGroup: 20% whilst Southeastern requires us to take revenue risk. Internationally, Arriva: 13% Go-Ahead Bahn and Bus began operating regional rail services in Abellio: 11% Germany in June 2019 through two 13-year contracts. A further three rail contracts in Germany have been awarded to Go-Ahead; one will Stagecoach: 10% begin operations in late 2019 while the remaining two are due to Others: 24% commence in 2021 and 2022 respectively. In Norway, Go-Ahead will start running its first eight-year rail contract in late 2019. The operation covers both long distance and suburban routes. Go-Ahead also provides 2220+13+11+1024L rail consultancy services to Transport for New South Wales in Sydney, Australia. This small contract, which runs for five years is the first Market share data not yet reported for German rail market. of its kind for the Group. All of our bus operations and international rail businesses are fully owned by Go-Ahead. Our UK rail operation, comprising Southeastern and GTR, is operated through Govia, a 65% owned joint venture with Keolis. In this report Strategic report Taking care 2 Why Go-Ahead? 6 Chairman’s letter 8 Our markets of every 10 Our strategy 11 Chief Executive’s review 16 Group Q&A 20 Our business model journey 22 Our stakeholders 34 Our key performance indicators 38 Business and finance review 40 Bus 42 Rail 44 Financial review 46 Risk management Corporate governance Non-financial information statement 56 Chairman’s introduction to corporate governance 60 Board of directors The table below constitutes Go-Ahead’s Non-Financial Information statement, produced to comply with Sections 414CA and 414BA of the 62 Corporate governance report Companies Act 2006 and also with the requirements of the Non-Financial 80 Nomination committee report Reporting Directive. The information listed is incorporated by cross reference. 84 Audit committee report 90 Directors’ remuneration report Information necessary to understand Directors’ report Policies and standards which our business and its impact, policy 116 Reporting requirement govern our approach due diligence and outcomes 119 Statement of directors’ responsibilities Environmental • Sustainability policy Communities, pages 30 to 32 Group financial statements matters • Environment policy GHG emissions, page 31 120 Independent • Energy and climate change auditor’s report 129 Consolidated income statement Employees • Whistleblowing policy Our people, pages 25 to 27 130 Consolidated statement of • Conflicts of Interest Audit committee report, comprehensive income • Equals Opportunity policy pages 84 to 89 • 131 Consolidated statement of changes Code of Conduct Directors report, pages 116 to 118 & Ethics policy in equity 132 Consolidated balance sheet 134 Consolidated cashflow statement Human rights • Human rights policy Our people, pages 25 to 27 • 136 Critical accounting judgements and key Modern slavery policy Strategic partners and suppliers • Code of Conduct page 28 sources of estimation uncertainty • Sustainable supply 138 Notes to the consolidated chain charter* financial statements Company financial statements Social matters • Charity and Community policy Communities, page 30 187 Company balance sheet • Sustainable supply Strategic partners and suppliers 188 Company statement of changes chain charter* page 28 in equity 189 Directors’ responsibilities in relation Anti-corruption • Anti-bribery and Our people, pages 25 to 27 to the Company financial statements and anti-bribery corruption policy Audit committee report, 190 Notes to the company pages 84 to 89 financial statements Shareholder information 204 Shareholder information * Available on go-ahead.com/sustainability/sustainability-reports 207 Appendix In this report, the financial year ended 29 June 2019 is referred to as 2019 and the financial year 209 Corporate information ending 27 June 2020 is referred to as 2020. 210 Glossary 1 Our purpose is to be the local partner taking care of journeys that enhance the lives and wellbeing of our communities across the world. Our year in review • Group operating result slightly ahead of expectations • Record punctuality levels in both in GTR and in Southeastern, and improved customer satisfaction • Good progress made against all three strategic pillars: of 81% and 80% respectively protect and grow the core; win new bus and rail contracts; develop for the future of transport • Southeastern rail franchise extended to April 2020 • Bus operating profit pre-exceptional items up 4.7% at • Four new international contracts won; started £95.7m (2018: £91.4m); improvement driven by strong operating our first two German rail contracts and operational performance in London & International our first bus contract in Ireland division, regional bus achieved highest ever passenger • Improved free cash generation of £74.1m (2018: £57.7m) satisfaction score of 92% and continuing strong balance sheet • Rail operating profit at £25.4m (2018: £44.5m); prior • Maintained full year dividend of 102.08p (2018: 102.08p) year included part year of London Midland franchise 2019 highlights Total operating profit Total operating profit Dividend per share Earnings per share (pre-exceptional items) (post-exceptional items) (pre-exceptional items) £121.1m £104.3m 102.08p 169.4p 2018: £135.9m 2018: £161.0m 2018: 102.08p 2018: 181.6p Free cashflow Regional bus customer Rail customer satisfaction Carbon emissions satisfaction per vehicle mile £74.1m 92% 81% 1.15kgs 2018: £57.7m 2018: 91% 2018: 75% 2018: 1.28kgs (restated) Economic contribution Through our activities we generate financial and Payments to suppliers: non-financial value for our stakeholders. We are a £2,363.7m major employer, directly employing 29,000 people. Employee costs inclusive of Over a billion journeys are made on our services a year, PAYE: £1,161.5m enabling access to work, education, retail and leisure. Total National insurance costs: We are at the heart of the communities we serve and revenue of £111.2m our operations support growth in local economies. Finance costs: We also make direct contributions to the economy £3,807.1m £6.8m through the taxes, interest, salaries and dividends Capital expenditure: we pay and the payments we make to our suppliers. £72.6m Corporation tax payments This chart shows how our revenue is utilised and to government: demonstrates the economic contribution we make. £32.5m Dividends paid to shareholders: £43.8m Read more about the financial and non-financial value we create for our stakeholders on page 21 61+313201M Retained in equity: £15.0m Why Go-Ahead? We are one of the UK’s leading public transport providers with a compelling investment case… 1 Stable cash generative UK bus business 2 Value adding UK rail expertise 3 Growing international